APPENDIX III





                                 MEMS USA, INC.





                          REGISTRATION RIGHTS AGREEMENT





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                          REGISTRATION RIGHTS AGREEMENT





      THIS REGISTRATION RIGHTS AGREEMENT is made effective as of the date set

forth on the signature page below by and among MEMS USA, INC., a Nevada

corporation (the "Company"), the purchasers of units of the Company ("Units")

pursuant to the Company's Private Placement Memorandum ("Memorandum") dated

August 22, 2005 and who have executed, and are identified in the Subscription

Agreement attached to the Memorandum as Appendix I. The purchasers of the Units

shall be referred to hereinafter as an "Investor" and all of whom are herein

called, collectively, the "Investors"), with reference to the following facts:



      In connection with the Subscription Agreement by and between the Company

and the Investor, and as a condition to the closing of the transactions

contemplated therein, this Agreement is to be executed and delivered by the

Investors and the Company.



      NOW, THEREFORE, in consideration of the mutual promises and covenants set

forth herein and for other consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereto further agree as follows:



      1. Registration Rights. The Company covenants and agrees as follows:



            1.1 Definitions. For purposes of this Section 1:



                  (a) "Form S-3" means such form under the 1933 Act as in effect

on the date hereof or any registration form under the 1933 Act subsequently

adopted by the SEC that permits inclusion or incorporation of substantial

information by reference to other documents filed by the Company with the SEC.



                  (b) "Holder" means any person owning or having the right to

acquire Registrable Securities that have not been sold to the public or pursuant

to Rule 144 under the 1933 Act, or any assignee thereof in accordance with

Section 1.11 hereof.



                  (c) "1933 Act" means the Securities Act of 1933, as amended.



                  (d) "1934 Act" means the Securities Exchange Act of 1934, as

amended.



                  (e) "register", "registered", and "registration" refer to a

registration effected by preparing and filing a registration statement or

similar document in compliance with the 1933 Act, and the declaration or

ordering of effectiveness of such registration statement or document.



                  (f) "Registrable Securities" means (i) the shares of the

Company's $.001 par value Common Stock included in the Units issued and sold in

the offering, (ii) the shares of Common Stock issuable upon exercise of the

common stock purchase warrants made part of the Units, and (iii) any other

shares of stock of the Company issued as (or issuable on the conversion or

exercise of any warrant, right or other security that is issued as) a dividend

or other distribution with respect to, or in exchange for, or in replacement of,

the shares referenced in clauses (i) and (ii) above; provided that there shall

be excluded any Registrable Securities sold by a person in a transaction in

which that person's rights under this Section 1 are not assigned.



                  (g) The number of shares of "Registrable Securities"

outstanding shall be determined by the number of shares of Common Stock

outstanding that are, and the number of shares of Common Stock issuable pursuant

to then exercisable or convertible securities that are, Registrable Securities.



                  (h) "SEC" means the Securities and Exchange Commission.



                  (i) Other Terms: Any other capitalized term not defined herein

shall have the meaning set forth in the Subscription Agreement.





                                        1

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            1.2 [Intentionally Omitted].



            1.3 Agreed Registration.



                  (a) Within ninety (90) days after the Termination Date of the

Offering (as defined in the Memorandum) or, if sooner, the final closing of the

offering, the Company shall prepare and file with the SEC a registration

statement on Form S-3 (or, if Form S-3 is not then available, on such form of

registration statement that is then available to effect a registration of all



Registrable Securities, subject to consent of the Investors holding at least a

majority of the Registrable Securities) covering the registration of all of the

Registrable Securities. The Company shall use its best efforts to obtain the

effectiveness of such registration statement as soon as possible thereafter. The

Company shall keep such registration statement effective at all times until the

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